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AFS3E20 The Final Battle: Part 2
Plot Continued from AFS3E19 The Final Battle: Part 1. Max arrives and shoots Vilgax's bioids. Gwen and Kevin join the fight, as does Ultimate Humungousaur. Max gives Gwen her spellbook and she teleports the team away. Ultimate Humungousaur wants to follow, but Vilgax doesn't. Ultimate Humungousaur demands the Omnitrix, but Vilgax refuses and puts it on. He says that he has connected it to his bioids, and that each of them transforms when he activates it. He turns them into Humungousaur. The Humungousaurs attack Ultimate Humungousaur. He fights, but is defeated and turns into Albedo. The team watches on a Plumber security camera in the Rustbucket. Ben is depressed, having lost the Omnitrix. They drive through a forest. Ben tells Max to stop the Rustbucket and he runs into the forest. Max tells Gwen and Kevin to leave Ben alone for a while. Gwen disagrees and follows him into the forest. She offers him his jacket, but he discards it. Gwen tries to convince Ben that he doesn't need the Omnitrix to be a hero, but he doesn't believe her. She leaves and he calls for Azmuth to help him. Azmuth appears and tells Ben that he found the Omnitrix by accident, and that he once believed Ben worthy of it, but Ben lost his trust when he tried to hack it. He tells Ben that it isn't easy to win without the Omnitrix. Ben gets an idea of how to beat Vilgax and goes back to the Rustbucket. On Vilgax's ship, Albedo is held prisoner. The team teleports onto it. Vilgax brings out his bioids and they surround the team. He turns them into Diamondhead, Lodestar, and Spidermonkey before returning to normal. Ben tells Vilgax that Vilgax has to give him the Omnitrix before he blows up and uses voice command to set it to self-destruct. Vilgax believes Ben to be bluffing and turns the bioids into Swampfire. Before they can attack, the Omnitrix explodes, sending Vilgax flying. Ben runs over to him and Kevin collapses. Ben takes the destroyed Omnitrix from him. Ben gets an idea about the Omnitrix, but is interrupted by Kevin's returning to normal. Max says that the Omnitrix must have been keeping him mutated, but since it is destroyed, he is normal. Gwen and Kevin kiss. Vilgax gets up and attacks Ben. Kevin absorbs the ship and fights Vilgax. Vilgax sets the ship on a collision course with Bellwood and destroys the controls. Gwen realizes that the explosion will destroy everything within 100 miles. The team fights Vilgax and Ben goes to Albedo. He offers to free him if Albedo give him the Ultimatrix. When Albedo refuses, Ben sets it to self-destruct. Albedo gives him the Ultimatrix and Ben turns off the self-destruct. Ben turns into Swampfire and fights Vilgax. He tells Gwen and Max to fix the ship and Kevin to help him. They attack Vilgax. Losing, Swampfire turns into Ultimate Swampfire. Ultimate Swampfire and Vilgax battle. Max and Gwen manage to crash the ship into the ocean. Everyone except Vilgax and Ultimate Swampfire make it out as the ship sinks into the ocean. Vilgax turns into his true form, a giant squid, as he is submerged. Vilgax drags Ultimate Swampfire under, but he turns into Jetray and breaks free. The rest of the team surfaces and the ship explodes, creating a huge wave. Gwen shields the team. Jetray flies onto her mana raft and transforms into Ben. Ben vow to take down Vilgax if he ever shows up again. Impact *Ben transforms into Ultimate Swampfire for the first (and only) time in Alien Force. *Ben transforms into Swampfire and Jetray for the final time in Alien Force *The Omnitrix is destroyed *Ben gets the Ultimatrix *Vilgax's true form is revealed *Vilgax and Albedo are stranded on Earth *Kevin returns to normal Ultimate Swampfire.PNG|Ultimate Swampfire|link=Ultimate Swampfire Characters Characters *Ben Tennyson *Gwen Tennyson *Max Tennyson *Kevin Levin Villains *Vilgax *Biods *Albedo Aliens *Ultimate Humugousaur *Swampfire *Ultimate Swampfire *Jetray Category:Episodes Category:Alien Force Episodes Category:Second Vilgax Arc Category:Alien Debuts